ex10-2.htm


    
      

    

    Contains confidential
Information not for disclosure without written permission of Dais-Analytic
Corporation



    Employee
Non Disclosure and Non Compete Agreement

    


    


    


    AGREEMENT
dated as of [DATE] between Dais Analytic Corporation (“Company”), a New York
corporation, having its principal place of business at 11552 Prosperous Drive,
Odessa, Florida, 33556 and __________________________________.
(“Employee”).

    


    WITNESSETH:

    


    WHEREAS,
the Employee has expertise in the field of _________________,

    


    WHEREAS,
the Parties acknowledge Employee’s services as unique and important to the
formulation of essential Company products and that to perform said services for
Company Employee will need access to Company’s proprietary information;
and

    


    WHEREAS,
the Parties agree Company owns and has the right and need to protect any and all
products and intellectual property created by Company including but not limited
to Company products and intellectual property created by its employees during
their employment with Company; and

    


    WHEREAS,
Company desires to employ Employee and Employee desires to accept such
employment.

    


    NOW
THEREFORE, the Parties agree as follows:

    


    
      	
              1.

            	
              Employment.
      Company hereby employs Employee and Employee hereby accepts employment
      upon the terms and conditions hereinafter set
  forth.

            


    

    


    
      	
              2.

            	
              Termination.
      This Agreement may be terminated, with or without cause, by either party
      upon written notice.  In the event of termination the Employee
      shall convey in writing all inventions, discoveries, plans, formulas,
      processes, strategies and theories contemplated, discussed or under
      development along with current status of all projects upon which he/she is
      working prior to his/her departure.  The Agreement shall
      automatically terminate upon the death or permanent disability of
      Employee.  The exercise of the right to terminate by Company or
      Employee shall not abrogate the rights and remedies of the terminating
      party with respect to a breach of this
  agreement.

            


    

    


    
      	
              3.

            	
              Compensation.  For
      all services rendered under this
agreement:

            


    

     

    
      	
              (a)

            	
              Salary. Company
      shall pay the Employee a salary of $_________ per annum payable in twelve
      monthly installments with one such payment made the last day of each
      month.  Any increases in this annual amount shall be the sole
      prerogative of the Company and shall be conveyed in writing to Employee
      and become effective with the pay period commencing
      thirty days after written notification. All payments under this section
      shall cease upon termination of this
  Agreement.

            


    

    


    
      
        
           


        

        
          Page
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

    


    
    

    


    
      	
              (b)

            	
              Bonus – Any
      bonus to be paid shall made pursuant to a bonus plan mutually agreed upon
      in writing by Company and Employee prior to the start of any bonus
      period.

            


    

    


    
      	
              (c)

            	
              Benefits-
      During his employment, Employee shall be entitled to participate in
      employee benefit plans of the Company, if any, to the extent his position,
      tenure, salary, age, health and other qualifications make him eligible to
      participate, subject to the rules and regulations applicable
      thereto.

            


    

    


    
      	
              (d)

            	
              Vacation -
      Employee shall be entitled to two business weeks of paid vacation per
      annum. These vacation days shall accrue and be available for use by
      Employee ratably over the period of each calendar year based on days of
      employment in said year and is available to Employee for use only in the
      year accrued. No monetary payment or carry over of time will be made for
      any vacation days accrued but not used by Employee during his
      employment.  If Employee commences his employment after the
      start of the calendar year he will be entitle to accrue a prorata portion
      of the above  stated vacation time based on the portion of the
      year worked to the total calendar year with said time accruing ratably
      over the remaining calendar year based in days of employment
  .

            


    

    


    
      	
              4.

            	
              Location
      of Employment -
      Employee shall be employed at the Company principal place of business
      which is currently in Odessa
FL.

            


    

    


    
      	
              5.

            	
              Policies
      -Employee  shall at all
      times comply with and be subject to such policies and procedures as
      Company may establish from time to time, including without limitation any
      Code of Business Conduct (the "Code of Business Conduct") Company has or
      may establish from time to time. Employee  acknowledges and
      agrees that Employee owes a fiduciary duty of  loyalty, fidelity
      and allegiance to act at all times in the best interests of the Employer
      and all other Employer Entities and to do no act which would, directly or
      indirectly, injure any such entity's business, interests, or
      reputation.  It is agreed that any direct or indirect interest
      in, connection with, or benefit from any outside activities, particularly
      commercial activities, which interest might in any way adversely affect
      Employer or any Employer Entity involves a possible conflict of
      interest.  In keeping with Employee's fiduciary duties to
      Employer, Employee agrees that Employee shall not knowingly become
      involved in a conflict of interest with Employer or the Employer Entities,
      or upon discovery thereof, allow such a conflict to continue. Moreover,
      Employee shall not engage in any activity which might involve a possible
      conflict of interest without first obtaining written approval of
      Employer.

            


    

    


    
      	
              6.

            	
              Reimbursement of
      Approved Expenses -
      Company shall reimburse Employee for all actual, reasonable and
      customary expenses incurred by Employee in the course of this employment
      expended on behalf of Company provided that such expenses are incurred and
      accounted for in accordance with Company's applicable policies and
      practices.

            


    

    


    
      
        
           


        

        
          Page
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

    


    


    
      	
              7.

            	
              Duties.
      Employee is engaged as an _______________, is subject to the direction of
      the Board of Directors, those officers of the Company designated by the
      Board of Directors and such person(s) appointed as his supervisor by said
      officers, and shall perform and discharge well and faithfully the duties
      which may be assigned him/her from time to time by Company in connection
      with the conduct of its business.

            


    

    


    
      	
              8.

            	
              No conflict with other
      agreements. Employee represents and warrants that the execution,
      delivery and performance of this Agreement does not and will not
      contravene, conflict with or otherwise violate the terms of any written or
      oral agreement among or between Employee and one or more third
      parties

            


    

    


    
      	
              9.

            	
              Disclosure of
      Confidential Information.

            


    

    


    
      	
              (a)

            	
              Employee
      recognizes and acknowledges that Company’s confidential information, as it
      may exist from time to time, is a valuable, special and unique asset of
      the Company’s business, access to and knowledge of which is essential to
      the performance of the Employee’s duties hereunder. Employee will not
      during or after the term of his/her employment by Company, in whole or in
      part, disclose, publish or make accessible such confidential information
      which Employee may now possess, may obtain during or after employment or
      may create prior to the end of his employment, to any person, firm,
      corporation, association or other entity for any reason or purpose
      whatsoever, nor shall the Employee make use of any such property for his
      own purposes or for the benefit of any person, firm, corporation or other
      entity ( except the Company) under any circumstances during or after the
      term of his employment, provided that after the term of his employment
      these restrictions shall not apply to such confidential information which
      is then in the public domain (provided that the Employee was not
      responsible, directly or indirectly, for such  confidential
      information entering the public domain without the Company’s consent). The
      Employee agrees to hold in trust and confidence, as Company’s property,
      all confidential information, including but not limited to memoranda,
      books, paper letters, formulas, designs and other data, and all copies
      thereof and therefrom, in any way relating to Company’s business and
      affairs, whether made by him/her or otherwise coming into his/her
      possession, and on termination of his/her employment, or on demand of
      Company, at any time, to deliver same to
  Company.

            


    

    


    
      	
              (b)

            	
              For
      the purposes of the Agreement Confidential Information shall be defined as
      any and all information disclosed or made available to Employee or
      known to Employee as a direct or indirect consequence of or through
      his/her relationship with Company and not generally known in the industry
      in which Company is or may become engaged, or any information related to
      Company’s products, processes, or services, including, but not limited to,
      information relating to research, development, inventions, manufacture,
      purchasing, accounting, engineering, marketing, merchandising, or
      selling.

            


    

    


    


    
      
        
           


        

        
          Page
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

     

    
      


      
        	
                10.

              	
                Proprietary Information and
      Inventions. Employee acknowledges Company possesses and will
      continue to possess information that has been created, discovered,
      developed, or other wise become known to Company (including, without
      limitation, information created, discovered, developed, or made known by
      or to the Employee during the period of employment or arising out of the
      Employee’s relationship with the Company) and/or in which property rights
      have been assigned or other wise conveyed to Company, which information
      has commercial value in the business in which Company is or may become
      engaged. All of the aforementioned information is hereinafter called
      “Proprietary Information”. By way of illustration, but not limitation,
      Proprietary Information includes trade secrets, processes, structures,
      formulas, data and know-how, improvements, inventions, product concepts,
      techniques, marketing plans, strategies, forecasts, customer lists,
      information regarding products, designs, methods, systems, software
      programs, works of authorship, projects, plans and proposals and
      information about Company’s employees and/or consultants (including,
      without limitation, the compensation, job responsibilities and job
      performance of such employees and/or consultants). For the purpose of this
      Agreement inventions shall be defined as discoveries, concepts, and ideas,
      whether patentable or not, relating to any present or prospective
      activities of Corporation, including but not limited to, devices,
      processes, methods, formulae, designs, techniques, and any improvements to
      the foregoing.

                 

              


      

    

    
      	
              11.

            	
              Ownership of
      Proprietary Information. All Proprietary Information shall be the
      sole property of Company and its assigns, and Company and its assigns
      shall be the sole owner of all patents, copyrights and other rights in
      connection therewith. Employee hereby assigns to the Company or to any
      person, or entity designated by Company, any and all rights and interest
      Employee has or may acquire to proprietary information made or conceived
      by Employee, solely or jointly, or in whole or in part, during or before
      the term hereof (but after the date of beginning work at
      DAC).  At all times, both before and after the term of this
      Agreement and after its termination, Employee agrees to keep in confidence
      and trust all Proprietary Information or anything directly or indirectly
      relating to it. The Employee will not during or after the term of his/her
      employment by Company, in whole or in part, disclose, publish or make
      accessible such proprietary information which Employee may now possess,
      may obtain during or after employment or may create prior to the end of
      his/her employment, to any person, firm, corporation, association or other
      entity for any reason or purpose whatsoever, nor shall Employee make use
      of any such proprietary information for his/her own purposes or for the
      benefit of any person, firm, corporation or other entity ( except Company)
      under any circumstances during or after the term of his/her
      employment.

            


    

    


    
      	
              12.

            	
              Disclosure of
      Inventions. Employee will promptly disclose to Company, or any
      persons designated by it, all improvements, modifications, developments,
      documentation, data, inventions, designs, ideas, copyrightable works,
      discoveries, trademarks, copyrights, trade secrets, formulas, processes,
      techniques, know-how, and data, whether or not patentable, made or
      conceived or reduced to practice or learned or proposed by Employee,
      either alone or jointly with others, during the period of this Agreement
      which are in any way related to or useful in the actual, anticipated
      or potential businesses of Company, or the result of tasks assigned to the
      Employee by Company or resulting from use of premises or equipment owned,
      leased or contracted for by Company. Any invention by Employee within one
      year following the termination of his employment shall be deemed to fall
      within the provisions of this Agreement unless proved by the Employee to
      have been first conceived and made following such
      termination.

            


    

     

     

    
      
        
           


        

        
          Page
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

    


     

    
      	
              13.

            	
              Assignment of and
      Assistance on Inventions.

               

            


    

    
      	
              (a)

            	
              Employee
      hereby assigns to Company any rights Employee may have or acquire
      in all Inventions and agrees that all Inventions shall be the sole
      property of the Company and its assigns, and the Company and its assigns
      shall be the sole owner of all patents, copyrights and other rights in
      connection therewith. Employee further agrees to assist Company in every
      proper way (but at Company’s expense) to obtain and from time to time
      enforce patents, copyrights or other rights on said Inventions in any and
      all countries, and to that end Employee will execute all documents
      necessary: 

            


    

    


    
      	
              (i)

            	
              to
      apply for, obtain and vest in the name of the Company ( unless Company
      otherwise directs) letters patent, copyrights or other analogous
      protection in any country throughout the world and when so obtained or
      vested to renew and restore the same;
and

            


    

     

    
      
        	
                (ii)

              	to defend any opposition proceedings in respect of such
      applications and any opposition
      proceedings or petitions or applications for revocation of such letters
      patent, copyright or other analogous
protection


      

    

    


    
      	
              (b)

            	
              In
      the event Company is unable, after reasonable effort, the secure
      Employee’s signature
      on any letters patent, copyright or other analogous protection relating to
      an Invention, whether because of Employee’s physical or mental incapacity
      or for any other reason whatsoever, Employee hereby irrevocably designates
      and appoints  Company and its duly authorized officers and
      agents as Employee’s agent and attorney-in-fact, to act for and in
      Employee’s behalf and stead to execute and file any such application or
      applications and to do all other lawfully permitted acts to further the
      prosecution and issuance of letters patent, copyright or other analogous
      protection thereon with the same legal force and effect as is executed by
      Employee. Employee’s obligation to assist Company in obtaining and
      enforcing patents and copyrights for such Inventions in any and all
      countries shall continue beyond the termination of this Agreement and in
      such circumstances Company shall compensate Employee at a reasonable rate
      after such termination for time actually spent by Employee at Company’s
      request on such assistance.

            


    

    


    
      	
              (c)

            	
              Employee
      acknowledges that all original works of authorship which are made by
      him/her (solely or jointly with others) within the scope of this Agreement
      and which are protectable by copyright are being created at the instance
      of the Company and are “ works for hire”, as that term is defined in the
      United States Copyright Act (17 USC Section 101). If such laws are
      inapplicable or in the event that such works, or any part thereof, are
      determined by a court of competent jurisdiction not to be a work made for
      hire under the United States copyright laws, this Agreement shall operate
      as an irrevocable
      right, title and interest (including, without limitation all rights in and
      to the copyrights throughout the world, including the right to prepare
      derivative works and the right to all renewals and extensions) in the
      Works in perpetuity.

            


    

    


    
      
        
           


        

        
          Page
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

    


    
    

    


    
      	
              14.

            	
              Covenant Not to
      Compete. In recognition of the considerations described herein and
      that the services rendered by Employee are special, unique, unusual and of
      a intellectual nature Employee covenants and
  agrees:

            


    

     

    
      
        	
                (a)

              	
                

                  Employee
      agrees that for a period of one (1) year after termination of Employee’s
      employment with the Company for any reason, Employee will not, without the
      prior written consent of Company, directly or indirectly, have an interest
      in, be employed by or be connected with, as an Employee, consultant,
      officer, director, partner, member, stockholder, any person or entity
      owning, managing, controlling, operating or otherwise participating or
      assisting in any business that is in competition with Company's business
      nor interfere with, disrupt or attempt to disrupt the relationship,
      contractual or otherwise, between Company and any customer, client,
      supplier,  or consultant of the
      Company.  Notwithstanding the foregoing, Employee's ownership of
      less than five percent (5%) of the issued and outstanding securities of
      any class of a corporation listed on national securities shall not be
      deemed a violation of this Agreement. For the purpose of this section a
      person or entity shall be deemed to be in competition with Company if it
      directly or indirectly provides goods or services related to the
      manufacture, sale, distribution, lease, development, improvement or
      research of Proton Exchange Membranes, Proton Exchange Membrane fuel
      cells, Proton Exchange Membrane fuel cell power plants (including gas
      reformation and any of the individual components and/or processes
      thereof), hydrogen on demand devices and/or hydrogen generation device(s)
      of any sort, polymer membranes used in moisture transfer
      applications  and any other business areas or product lines in
      which Company, any of its subsidiaries, strategic partners or joint
      venturers  engage in, develop or enter into or hereafter engage
      in, enter into or develop during the time  Employee is employed
      by Company.

                

              


      

       

    

    
      	
              (b)

            	
              Employee agrees that upon
      termination of Employee’s employment with the Company for any reason and
      for a period of six (6) months thereafter, Employee will not solicit or
      hire any person employed by Company at any time during said
      period.

            


    

    


    
      	
              (c)

            	
              Nothing in Section 10 shall
      reduce or abrogate the Employees obligations during the term of this
      Agreement under section 5
hereof.

            


    

    


    
      	
              (d)

            	
              It is the desire and the intent
      of the parties that the provisions of Section 10 be enforced to the
      fullest extent possible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any
      particular portion of Section 10 is adjudicated to be invalid or
      unenforceable, Section 10 shall be deemed amended to delete the portion
      thus adjudicated to be invalid or unenforceable, such deletion to apply
      only with respect to the operation of Section 10 in the particular
      jurisdiction in which such adjudication is
  made.

            


    

    


    
      
        
           


        

        
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

    


    
      


      
        	
                15.

              	
                Specific
      Remedies. If the Employee commits a breach of any of the provisions
      of the Agreement, Company shall have in addition to all remedies available
      under the law:

                 

              


      

    

    
    

     

    
      	 	
              (i) 
      

            	
              The
      right and remedy to have such provision specifically enforced by any court
      of competent jurisdiction, it being acknowledged and agreed that any such
      breach will cause irreparable injury to Company and that money damages
      will not provide an  adequate
remedy.

            


    

     

    
      
        	 	
                     (ii) 
      

              	
                The right and
      remedy to require the Employee to account for and pay over toCompany
      all compensation, profits monies, accruals, increments or other benefits
      (collectively “benefits”), derived or received by Employee as the result
      of any transaction constituting a breach of any such provisions, and
      Employee hereby agrees to account for and pay over such Benefits to
      Company.

              


      

    

     

    
      	
              16.

            	
              Assignment.  This
      Agreement may not be assigned by any party hereto except that Company may
      assign this
Agreement:

            


    

     

    
      	
               
      

            	
              (a)

            	
               To
      an affiliate so long as such affiliate assumes the Company’s obligations
      hereunder; or

            


    

    
      	
               
      

            	
              (b)

               

            	
               In
      connection with a merger or consolidation involving the Company or a sale
      of substantially all of its assets to the surviving corporation or
      purchaser as the case may be, so long as the assignee assumes the
      Company’s obligations there under.

            


    

     

    
      	
              17.

            	
              Notices.
      Any notice required or permitted to be given under this Agreement shall be
      sufficient if in writing and sent by registered or certified mail, prepaid
      and return receipt requested, to Employee at his/her residence listed
      above and to Company at its address as set forth above, Attention: Timothy
      Tangredi, President. Either party may change the address to which it
      desires notices be mailed by providing written notice of the address
      change the above prescribed
manner.

            


    

    


    
      	
              18.

            	
              Waiver of
      Breach. A waiver by Company or Employee of a breach of any
      provision of this Agreement by the other party shall not operate or be
      construed as a waiver of any subsequent breach by the other
      party.

            


    

    


    
      	
              19.

            	
              Survival.
      Except as otherwise provided herein, provisions sections
      5,6,7,8,9,10,11and 12 of this Agreement shall remain in effect
      indefinitely and shall survive the termination of this
      Agreement.

            


    

    


    
      	
              20.

            	
              Governing Law.
      This Agreement shall be governed by and interpreted in accordance with the
      laws of the State of Florida without regard to principles of conflicts of
      law.

            


    

    


    
      	
              21.

            	
              Severability.
      It is
      a  desire  and  intent  of  the  parties  that  the  terms,
      provisions,  covenants,  and remedies contained in
      this Agreement shall be enforceable to the fullest extent permitted by
      law. If any such term, provision, covenant, or remedy of this Agreement or
      the application thereof to any person, association, or entity or circumstances
      shall, to any extent, be construed to
      be invalid or unenforceable in whole or in part, then such term,
      provision, covenant, or remedy shall be construed in a manner so as to
      permit its enforceability under the applicable law to the fullest extent
      permitted by law. In any case, the remaining provisions of this Agreement
      or the application thereof to any person, association, or entity or
      circumstances other than those to which they have been held invalid or
      unenforceable, shall remain in full force and
      effect.

            


    

    


    
      
        
           


        

        
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          Contains
confidential Information not for disclosure without written permission of
Dais-Analytic Corporation

        

      

    

    


     

    


    
      	
              22.

            	
              Entire
      Agreement. This Agreement contains the entire agreement of the
      parties and supercedes all previous proposals, both oral and written,
      negotiations, representations, commitments, writings and all other
      communications by the parties. It may be changed only by an agreement in
      writing signed both parties.

            


    

    


    
      	
              23.

            	
              Headings. The
      headings contained in this Agreement are for reference purposed only and
      shall not affect the meaning or interpretation of this
      Agreement.

            


    

    


    


    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first hereinabove
written.

     

    
      
        
          	 	
                  DAIS ANALYTIC
      CORPORATION

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Timothy
      N. Tangredi

                	 
	 	 	President/CEO	 
	 	 	Date: ___________,
      ______________	 
	 	 	 	 
	 	 	
                  Employee 

                	 
	 	 	Date:____________________________ 	 


        

      

    

    


     

     

     

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